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Wed 28 Aug 2002, 0:00 Discovery Holdings Limited - Audited Annual Financ
Discovery Holdings Limited - Audited annual financial results for the year      
ended 30 June 2002                                                              

Our purpose is clear: to make people healthier and protect and enhance their    
lifestyles                                                                      
Financial highlights                                                            
Operating profit              + 23%                                             
Headline earnings per share   + 14%                                             
Discovery Life profitable in                                                    
first full year of operation                                                    
New business premium income   R2,3bn                                            
Discovery Life new business   R264m                                             
Destiny Health new business   R206m                                             
Embedded value per share      R8,48                                             
Introduction                                                                    
Discovery`s purpose is to make people healthier, and to enhance and protect     
their lifestyles. The importance of this purpose to our clients leads us        
toward markets wherein demand is both strong and ever increasing - private      
healthcare and life assurance.                                                  
Discovery approaches its purpose in a focused way, that both meets the needs    
of our clients and generates value to shareholders. Discovery has a unique      
set of competencies that play out on three levels in the realisation of its     
purpose:                                                                        
1. Vision - the ability to identify and predict significant social trends       
that affect our purpose. In the context of healthcare, the move toward          
consumerism, in life assurance, the trend toward the separation of risk from    
investment, and in the case of Vitality, the move toward prevention and         
fitness.                                                                        
2. Innovation - the ability to understand these shifting trends and establish   
companies and products that uniquely cater for them, enabling the               
organisation to capitalise on significant paradigm shifts.                      
3. Execution - the ability to execute on the innovation through efficient       
businesses with strong management and the application of sound financial        
principles and superior operational infrastructure.                             
These competencies reside in the Discovery people who have built the            
Discovery businesses life by life. The results of this are rapidly growing,     
organically built mainstream businesses which are a generation ahead of their   
competitors.                                                                    
The year under review is a manifestation of this business model. The year was   
complex, but particularly successful. All of Discovery`s businesses performed   
pleasingly, but more importantly, all have positioned themselves well for the   
year ahead.                                                                     
Discovery Health                                                                
Discovery Health exceeded expectations in what was a particularly complex       
year. The period under review brought to an end a three-year debate with the    
Council for Medical Schemes. This debate covered issues such as the             
demarcation between medical schemes and insurance policies, the use of          
reinsurance and the capitalisation of medical schemes. The terms of the         
resolution required a cut in administration fees and reinsurance, and a         
commitment to achieving a stated level of reserves within the Discovery         
Health Medical Scheme.                                                          
Despite the financial effect of the resolution, the company grew its            
operating income by 10% from R296m to R325m. Amid market negativity, the        
number of lives covered grew from 960 000 to 1 180 000. This was driven by      
strong new business of R1,8bn which exceeded the company`s target but fell      
short of the 2001 level of R2bn (in 2001 new business was boosted by            
competitor demise and, prior to April 2001, the amnesty period which allowed    
uncovered members to join medical aid schemes unpenalised). In every respect    
the performance of the health plans inside the Discovery Health Medical         
Scheme was exceptional, resulting in lapse rates reducing to an effective       
3,5%. This is the lowest in the company`s history.                              
Importantly, the Discovery Health Medical Scheme upheld its commitment to its   
members not to increase contributions or reduce benefits - this in an           
environment of continual increases and benefit reductions. In addition, the     
reserves inside the scheme are building strongly toward meeting the             
requirements as set out in the resolution. The combination of performance,      
reinsurance structures and the Discovery backing, has enabled the scheme to     
maintain its AA-rating - the industry`s highest.                                
We expect strong growth from Discovery Health going forward. It is uniquely     
positioned to organically grow its 18% market share given the performance and   
strength of its products, the weakening position of its competitors, and        
increasing demand for private healthcare. The company is poised to launch       
products into the employed but uninsured low income market.                     
Discovery Life                                                                  
Discovery Life`s performance was pleasing and exceeded expectations,            
generating a profit in its first full year of operation.                        
The company`s approach of separating risk from investment has manifested in     
the Discovery Life Plan, an advanced, efficient and flexible product range      
that meets the risk needs of policyholders and their families. The acceptance   
in the market has been favourable, with new business recurring premium          
growing to R264m from R94m in 2001. Discovery Life expects this form of risk-   
only products to become the product of choice in the industry.                  
Discovery Consulting Services, the company`s distribution channel, has          
performed well and is positioned strongly for the year ahead. The franchise     
model has enabled the company to attract exceptional people while exposing it   
only to the variable cost of distribution.                                      
During July 2002, the company launched the Discovery Integrator, a product      
based on Discovery`s core purpose of improving health and protecting            
lifestyles. Discovery Health`s base of more than one million lives are now      
given a considerable upfront price advantage for life assurance with            
Discovery Life, in return for managing their health. New policy applications    
have increased to over 1 000 per week and in-force policies have grown to       
over 32 000.                                                                    
Discovery Life expects strong growth in the year ahead.                         
Destiny Health                                                                  
The year under review was an important one for Destiny Health, Discovery`s US   
subsidiary, as it set out to achieve proof of concept. It began the year with   
a modest in-force book and faced the considerable hurdles of a foreign,         
greenfield start-up - lack of established brand and distribution, and           
uniqueness of product and message. The company grew covered lives from 500 to   
almost 10 000 on the back of new business production of R206m (2001: R12m),     
meeting the targets set for the year. The year`s start-up costs were R110m in   
line with that budgeted, despite the major decline in the value of the rand.    
The year also saw the rapidly increasing acknowledgement of consumer-directed   
care as an alternative to managed care, which has failed to keep healthcare     
costs under control. Destiny has managed to establish itself as a leader in     
this emerging trend and over the year was featured on CNBC, the Wall Street     
Journal and the Harvard Business Review, amongst others.                        
The manifestation of this has led to significant policy shifts. In June 2002,   
the US Internal Revenue Service amended the tax code to create the Health       
Reimbursement Arrangement that will allow products like Destiny`s to be         
significantly more tax efficient. In addition, the Illinois Department of       
Insurance has granted Destiny a dispensation that will allow it to set its      
premium rates more flexibly. The combination of these factors will make         
Destiny significantly more competitive in what is a price sensitive market.     
Destiny`s increasing presence in the Chicago marketplace has enabled the        
company to improve its brand recognition and distribution. Over the year the    
number and quality of brokers placing business with the company has increased   
dramatically to over 150, from 32 at the start of the year. The company is      
now in a position to pursue relationships with General Agencies in the          
Illinois market to give it access to a considerable spread of brokers - this    
is currently under way and new arrangements are expected to be in place         
during the current year.                                                        
An important development over the year was the development of the               
technological capability to provide much of the back office processing on a     
real-time basis at Discovery in Johannesburg. This will give the company        
access to the economies of scale and infrastructure of Discovery, and to the    
considerably lower costs of the South African environment.                      
The combination of these developments over the year, together with the          
planned launch of more flexible products, position the company particularly     
well for strong growth in the year ahead.                                       
Discovery Vitality                                                              
Vitality continued to play its important role of underpinning Discovery`s       
businesses by creating product differentiation and better health. The company   
is the true embodiment of Discovery`s core purpose.                             
Over the year, Vitality generated significant growth with covered lives now     
exceeding 850 000. For the year Vitality grew its operating income 170%, from   
R13m to R36m. This significant increase reflects both substantial organic       
growth as well as the impact of the non-recurring Leisurenet write-off during   
the 2001 financial year.                                                        
Importantly, the rate at which members utilised the benefits bodes well for     
the drive toward better health. In addition, the benefits provided to members   
continues to make the Discovery value proposition particularly strong. During   
the year, Vitality introduced the Ster-Kinekor structure, which introduced      
high frequency, low cost benefits providing significant additional value to     
members. Its success has been pleasing, with approximately 200 000 members      
activating this benefit in just its first six months of availability -          
translating to in excess of 300 000 Vitality moviegoers per month.              
Discovery expects the role of Vitality to strengthen with continued             
innovation and its ability to significantly enhance and enable the other        
businesses.                                                                     
Prospects                                                                       
All of Discovery`s businesses are well positioned for strong organic growth     
in the year ahead. Discovery Health is particularly well placed in a market     
of considerable demand. Discovery Life and Destiny Health are expected to       
grow rapidly. Both should continue to evolve into significant mainstream        
businesses in their respective markets.                                         
By order of the board                                                           
L L Dippenaar  A Gore                                                           
Chairman  Chief Executive Officer                                               
28 August 2002                                                                  
Group consolidated balance sheet                                                
at 30 June 2002                                                                 
R million      2002           2001                                              
ASSETS                                                                          
Non-current    1 190,5        1 203,3                                           
assets                                                                          
Fixed assets   194,4          139,6                                             
Intangible     30,5           13,9                                              
assets                                                                          
Investments                                                                     
- linked       588,0          570,4                                             
policyholders                                                                   
- other        271,2          216,6                                             
Loans          106,4          262,8                                             
receivable                                                                      
Current        896,8          838,0                                             
assets                                                                          
Total assets   2 087,3        2 041,3                                           
EQUITIES AND                                                                    
LIABILITIES                                                                     
Capital and    1 047,0        756,3                                             
reserves                                                                        
Share capital  544,2          497,3                                             
and share                                                                       
premium                                                                         
Reserves       502,8          259,0                                             
Minority       184,0          67,2                                              
interest                                                                        
Policyholder   129,7          437,2                                             
liabilities                                                                     
and reserves                                                                    
Current        726,6          780,6                                             
liabilities                                                                     
Total          2 087,3        2 041,3                                           
equities and                                                                    
liabilities                                                                     
Group consolidated statement of gross inflows under management                  
for the year ended 30 June 2002                                                 
                                              Change                            
R million      2002           2001            %                                 
Gross inflows  7 733,7        5 479,4         41                                
under                                                                           
management                                                                      
Less: Medical  3 877,0        2 116,9                                           
scheme                                                                          
contributions                                                                   
Less: Money    356,9          558,9                                             
Market                                                                          
contributions                                                                   
Gross income   3 499,8        2 803,6         25                                
of group                                                                        
Group consolidated income statement                                             
for the year ended 30 June 2002                                                 
                                              Change                            
R million      2002           2001            %                                 
Gross income   3 499,8        2 803,6         25                                
of group                                                                        
Less:          210,7          251,4                                             
Reinsurance                                                                     
premiums                                                                        
Net income     3 289,1        2 552,2                                           
Investment     123,9          124,4                                             
income                                                                          
INCOME         3 413,0        2 676,6                                           
Claims and     1 721,6        1 473,9                                           
policyholder                                                                    
benefits                                                                        
Commissions    272,6          86,7                                              
Operating and  1 108,5        732,5                                             
administration                                                                  
expenses                                                                        
Vitality       167,4          131,6                                             
benefits                                                                        
Net deferral   (41,4)         (45,4)                                            
of acquisition                                                                  
costs                                                                           
OUTGO          3 228,7        2 379,3                                           
Excess of      184,3          297,3                                             
income over                                                                     
outgo                                                                           
Transfer                                                                        
from/(to)                                                                       
policyholder                                                                    
liabilities    154,6          (20,9)                                            
and reserves                                                                    
To linked      (25,7)         (67,8)                                            
policyholder                                                                    
liabilities                                                                     
From life      260,1          82,6                                              
policyholder                                                                    
liabilities                                                                     
To health                                                                       
insurance                                                                       
durational and                                                                  
AIDS reserves  (79,8)         (35,7)                                            
Operating      338,9          276,4           23                                
profit before                                                                   
taxation                                                                        
Local          447,2          336,7                                             
operations                                                                      
- Health       393,6          361,0                                             
- Vitality     39,9           14,8                                              
- Life         13,7           (39,1)                                            
Foreign                                                                         
operations                                                                      
- Health       (108,3)        (60,3)                                            
Abnormal items 63,5           -                                                 
Profit before  402,4          276,4                                             
taxation                                                                        
TAXATION       151,4          145,9                                             
- Operating    132,4          98,2            35                                
profit                                                                          
- Abnormal     19,0           47,7                                              
items                                                                           
Profit after   251,0          130,5                                             
taxation                                                                        
Minority share -              0,5                                               
of loss                                                                         
Net profit                                                                      
attributable                                                                    
to                                                                              
ordinary       251,0          131,0                                             
shareholders                                                                    
Headline and                                                                    
basic earnings                                                                  
per share                                                                       
before                                                                          
abnormal items                                                                  
(cents)                                                                         
- undiluted    53,0           46,3            14                                
- diluted      51,5           46,2            11                                
Headline and                                                                    
basic earnings                                                                  
per share                                                                       
(cents)                                                                         
- undiluted    64,5           34,0            90                                
- diluted      62,6           33,9            85                                
Weighted       389 092        385 695                                           
number of                                                                       
shares in                                                                       
issue (000`s)                                                                   
Diluted        400 750        386 571                                           
weighted                                                                        
number of                                                                       
shares (000`s)                                                                  
Group consolidated cash flow statement                                          
for the year ended 30 June 2002                                                 
R million           2002                 2001                                   
Cash flow from      32,1                 370,4                                  
operating                                                                       
activities                                                                      
Cash flow from      (183,3)              (294,3)                                
investing                                                                       
activities                                                                      
Cash flow from      114,2                67,2                                   
financing                                                                       
activities                                                                      
Net                                                                             
(decrease)/increase                                                             
in cash and                                                                     
cash equivalents    (37,0)               143,3                                  
Cash and cash       385,3                242,6                                  
equivalents at                                                                  
beginning of year                                                               
Effects of exchange 6,1                  (0,6)                                  
rate changes                                                                    
Cash and cash       354,4                385,3                                  
equivalents at end                                                              
of year                                                                         
Group consolidated statement of changes in equity                               
for the year ended 30 June 2002                                                 
Share    Share    Investment  Retained  Translation                
R million    capital  premium  reserve     earnings  reserve      Total         
Balance at   0,4      486,1    2,7         107,7     3,4          600,3         
30 June 2000                                                                    
Net profit   -        -        -           131,0     -            131,0         
for the year                                                                    
Unrealised                                                                      
gains on                                                                        
investments  -        -        11,5        -         -            11,5          
Translation                                                                     
of foreign                                                                      
subsidiary   -        -        -           -         2,7          2,7           
Issue of     *        10,8     -           -         -            10,8          
capital                                                                         
Balance at   0,4      496,9    14,2        238,7     6,1          756,3         
30 June 2001                                                                    
Net profit   -        -        -           251,0     -            251,0         
for the year                                                                    
Dividends to                                                                    
Destiny                                                                         
Health                                                                          
preference   -        -        -           (2,6)     -            (2,6)         
shareholders                                                                    
Unrealised                                                                      
gains on                                                                        
investments  -        -        16,6        -         -            16,6          
Translation                                                                     
of foreign                                                                      
subsidiary   -        -        -           -         (21,2)       (21,2)        
Issue of     *        46,9     -           -         -            46,9          
capital                                                                         
Balance at   0,4      543,8    30,8        487,1     (15,1)       1 047,0       
30 June 2002                                                                    
* Amount is share par value                                                     
Segment information                                                             
for the year ended 30 June 2002                                                 
Health                                                      
                       United                                                   
                       States                                                   
             South     of                                                       
R million    Africa    America    Life      Vitality  Total                     
New business                                                                    
annualised                                                                      
premium                                                                         
income       1 819,1   205,8      263,9     49,6      2 338,4                   
Gross        7 227,3   76,7       188,8     240,9     7 733,7                   
inflows                                                                         
under                                                                           
management                                                                      
Gross income 3 017,3   52,8       188,8     240,9     3 499,8                   
Expenses,    2 429,2   186,2      407,7     205,6     3 228,7                   
commissions                                                                     
and claims                                                                      
Transfer                                                                        
(to)/from                                                                       
policyholder                                                                    
liabilities  (105,5)   -          260,1     -         154,6                     
and reserves                                                                    
Operating                                                                       
profit                                                                          
before                                                                          
investment                                                                      
income       325,1     (109,9)    13,7      35,6      264,5                     
Investment                                            74,4                      
income                                                                          
Operating                                             338,9                     
profit                                                                          
for the year ended 30 June 2001                                                 
Health                                                      
                       United                                                   
                       States                                                   
             South     of                                                       
R million    Africa    America    Life      Vitality  Total                     
New business                                                                    
annualised                                                                      
premium                                                                         
income       2 010,8   11,9       93,7      60,0      2 176,4                   
Gross        5 289,1   4,6        24,3      161,4     5 479,4                   
inflows                                                                         
under                                                                           
management                                                                      
Gross income 2 613,3   4,6        24,3      161,4     2 803,6                   
Expenses,    2 020,6   67,5       143,4     147,8     2 379,3                   
commissions                                                                     
and claims                                                                      
Transfer                                                                        
(to)/from                                                                       
policyholder                                                                    
liabilities  (103,9)   -          83,0      -         (20,9)                    
and reserves                                                                    
Operating                                                                       
profit                                                                          
before                                                                          
investment                                                                      
income       296,2     (64,1)     (39,1)    13,2      206,2                     
Investment                                            70,2                      
income                                                                          
Operating                                             276,4                     
profit                                                                          
Increase in                                                                     
operating                                                                       
profit                                                                          
before                                                                          
investment   10%       72%        >100%     170%                                
income                                                                          
Group consolidated embedded value statement                                     
for the year ended 30 June 2002                                                 
               At 30 June     At 30 June      Change                            
R million      2002           2001            %                                 
Shareholders`  1 047,0        756,3                                             
funds                                                                           
Plus: Destiny  -              92,8                                              
Health Inc.                                                                     
start-up cost                                                                   
(1)                                                                             
Less:                                                                           
Adjustment                                                                      
for DAC and                                                                     
deferred       (390,4)        (326,4)                                           
commission                                                                      
(2)                                                                             
Adjusted       656,6          522,7                                             
shareholders`                                                                   
funds                                                                           
Value of in    2 820,2        2 733,1         3                                 
force                                                                           
business                                                                        
before cost                                                                     
of capital                                                                      
Cost of        (164,8)        (99,8)                                            
capital                                                                         
Discovery      3 312,0        3 156,0         5                                 
Holdings                                                                        
embedded                                                                        
value                                                                           
Number of      390,6          386,0                                             
shares                                                                          
millions                                                                        
Embedded       8,48           8,18            4                                 
value per                                                                       
share (Rands)                                                                   
Diluted        8,23           8,15                                              
embedded                                                                        
value per                                                                       
share (Rands)                                                                   
(1) Destiny Health is now being valued as the discounted value of the           
expected future profits on the current block of business, and is therefore      
included in each of the embedded value components shown.                        
(2) The adjustment for the deferred acquisition cost (DAC) and deferred         
commission assets was previously reflected in the value of in-force business.   
VALUE OF IN-FORCE BUSINESS                                                      
               Value before                   Value after                       
cost                           cost                              
R million      of capital     Cost of         of capital                        
                              capital                                           
2002                                                                            
Health,        2 446,6        (96,0)          2 350,6                           
Vitality and                                                                    
Prefunding                                                                      
Life           330,6          (55,0)          275,6                             
Destiny        43,0           (13,8)          29,2                              
Health                                                                          
Total          2 820,2        (164,8)         2 655,4                           
2001                                                                            
Health,        2 640,2        (95,3)          2 544,9                           
Vitality and                                                                    
Prefunding                                                                      
Life           92,9           (4,5)           88,4                              
Destiny        n/a                                                              
Health                                                                          
Total          2 733,1        (99,8)          2 633,3                           
EMBEDDED VALUE EARNINGS for the year ended 30 June 2002                         
R million      2002           2001            Change %                          
Embedded       3 312,0        3 156,0                                           
value at year-                                                                  
end                                                                             
Embedded       3 156,0        2 115,6                                           
value at                                                                        
beginning of                                                                    
year                                                                            
Increase in    156,0          1 040,4                                           
embedded                                                                        
value                                                                           
Net capital    (44,3)         (10,8)                                            
raised                                                                          
Adjustment     64,0           121,6                                             
for DAC and                                                                     
deferred                                                                        
commission                                                                      
(1)                                                                             
Embedded       175,7          1 151,2                                           
value                                                                           
earnings                                                                        
(1) This adjustment to shareholders` funds relates to the increase in the DAC   
and deferred commission assets over the period.                                 
Components of embedded value earnings                                           
R million      2002           2001            Change %                          
Total profit   445,7          581,5           (23)                              
from new                                                                        
business (at                                                                    
point of                                                                        
sale)                                                                           
Profit from                                                                     
existing                                                                        
business                                                                        
* Expected     374,3          286,7                                             
return                                                                          
* Change in    (934,8)        (83,9)                                            
methodology                                                                     
and                                                                             
assumptions                                                                     
* Experience   241,1          312,1                                             
variances                                                                       
Return on      49,4           54,8                                              
shareholders`                                                                   
funds (1)                                                                       
Embedded       175,7          1 151,2                                           
value                                                                           
earnings                                                                        
(1) Return on shareholders` funds is the after-tax investment return            
Experience variances                                                            
R million                     2002                                              
Medical inflation             255,1                                             
Extended modelling term (1)   186,5                                             
Expenses (2)                  (132,4)                                           
Lapses                        (90,2)                                            
Exchange rate movements       (21,2)                                            
Investment return             16,3                                              
Mortality and morbidity       1,2                                               
Other                         25,8                                              
Total                         241,1                                             
(1) The projection term for Health, Vitality and Prefunding at 30 June 2002     
has not been changed from that used at 30 June 2001. Thus, an experience        
variance arises because the total term of the in-force business is              
effectively increased by one year.                                              
(2) This includes a negative R90 million experience variance relating to        
Destiny Health.                                                                 
Methodology and assumption changes                                              
R million                     2002                                              
Council for Medical Schemes   (672,6)                                           
resolution                                                                      
Renewal expenses              (203,8)                                           
Modelling changes (1)         (42,3)                                            
Mortality and morbidity       (24,4)                                            
Lapses                        (11,5)                                            
Economic assumption changes   (8,6)                                             
Other                         28,4                                              
Total                         (934,8)                                           
(1) This includes a negative R104 million modelling change relating to          
Destiny Health                                                                  
Embedded value of new business for the year ended 30 June 2002                  
Health and Vitality                                                             
R million      2002           2001            Change %                          
New business   1 868,7        2 070,8         (10)                              
annualised                                                                      
premium                                                                         
income                                                                          
Gross profit   285,7          557,0                                             
from new                                                                        
business at                                                                     
point of sale                                                                   
Cost of        (20,8)         (25,7)                                            
capital                                                                         
Net profit     264,9          531,3           (50)                              
from new                                                                        
business at                                                                     
point of sale                                                                   
Life                                                                            
New business   255,4          93,7            173                               
annualised                                                                      
premium                                                                         
income                                                                          
Gross profit   206,5          54,7                                              
from new                                                                        
business at                                                                     
point of sale                                                                   
Cost of        (43,8)         (4,5)                                             
capital                                                                         
Net profit     162,7          50,2            224                               
from new                                                                        
business at                                                                     
point of sale                                                                   
Destiny                                                                         
Health                                                                          
New business   205,8                                                            
annualised                                                                      
premium                                                                         
income                                                                          
Gross profit   18,1                                                             
from new                                                                        
business at                                                                     
point of sale                                                                   
Cost of        -                                                                
capital (1)                                                                     
Net profit     18,1                                                             
from new                                                                        
business at                                                                     
point of sale                                                                   
(1) The cost of capital on Destiny Health`s new business is currently zero,     
as the new business does not increase the minimum level of solvency capital     
required in terms of US regulations.                                            
EMBEDDED VALUE ASSUMPTIONS                                                      
(%)            2002           2001                                              
Risk discount                                                                   
rate                                                                            
- Health and   17,25          16,50                                             
Vitality                                                                        
- Pre-funding  15,25          15,00                                             
- Life         15,25          15,00                                             
product                                                                         
- Destiny      10,00          -                                                 
Health                                                                          
Medical        11,25          10,50                                             
inflation                                                                       
Expense        8,25           8,00                                              
inflation                                                                       
Pre-tax                                                                         
investment                                                                      
return                                                                          
South Africa                                                                    
- Cash         10,75          -                                                 
- Bonds        12,25          11,50                                             
- Equity       14,25          -                                                 
United States                                                                   
- Bonds        2,00           -                                                 
Income tax                                                                      
rate                                                                            
- South        30,00          30,00                                             
Africa                                                                          
- United                                                                        
States (1)     0,00 -                                                           
(1) Based on the projected utilisation of Destiny Health`s assessed tax loss    
to date, it is assumed that no income tax will be payable over the projection   
term.                                                                           
Commentary                                                                      
Income statement                                                                
New business annualised premium income ("API") of the group grew 7% to R2       
338,4m for the year ended 30 June 2002 from R2 176,4m for the same period       
last year. The new business API of Destiny Health increased to R205,8m (2001:   
R11,9m) and now accounts for 9% of the new business API of the group (2001:     
0,6%). Discovery Life`s new business API grew 182% to R263,9m (2001: R93,7m)    
and now accounts for 11% of the new business API of the group (2001: 4%).       
Consolidated gross inflows under management grew 41% for the year ended 30      
June 2002 to R7 733,7m from R5 479,4m in the prior year. This can be            
attributed to a 37% growth in the gross inflows of Discovery Health and         
Vitality to R7 468,2m (2001: R5 450,5m). This improvement was enhanced by the   
growth in the gross inflows of Destiny Health to R76,7m (2001: R4,6m) and the   
increase of Discovery Life`s gross inflows to R188,8m for the year ended 30     
June 2002 (2001: R24,3m).                                                       
The small increase in claims and policyholder benefits cannot be compared       
with the prior year as from 1 January 2002 Discovery Life`s quota share         
reinsurance with Discovery Health Medical Scheme ("DHMS") was decreased from    
67% of claims to 33% of claims. This reduced claims payments accordingly.       
Commission, operating and administration expenses increased by 69% to R1        
381,1m (2001: R819,2m). This is partly attributable to an increase in the       
operating costs and commission expenses of Destiny Health of 86% to R122,2m     
(2001: R65,7m) and an increase in the operating costs and commission expenses   
of Discovery Life of 154% to R360,3m (2001: R142,1m). Included in the           
operating costs of the local health business is R16,9m (2001: R nil), being     
Discovery`s share of the losses of Healthbridge, an associate of the group.     
This amount is included in the operating costs as Healthbridge provides         
electronic transaction management and services to healthcare providers and      
medical schemes in South Africa.                                                
The 214% increase in commissions paid was largely attributable to the           
increase in the growth in new business API of Discovery Life, as well as a      
small increase of R8,1m being attributable to Destiny Health commissions.       
Operating profit from the South African companies grew 33% to R447,2m (2001:    
R336,7m). This was attributable to a 10% growth in the operating profit         
before investment income of Discovery`s health business to R325,1m (2001:       
R296,2m), a 170% growth in the operating profit befoe investment income of      
Vitality to R35,6m (2001: R13,2m) and Discovery Life turning to an operating    
profit before investment income of R13,7m from a loss of R39,1m in the          
previous year. These, when combined with the loss from Destiny Health           
culminate in a growth in consolidated operating profit of 23% to R338,9m for    
the year ended 30 June 2002 (2001: R276,4m).                                    
The abnormal item in the current year is due to the change in the quota share   
reinsurance agreement with DHMS following the resolution between DHMS and the   
Council for Medical Schemes. The reduction in this quota share agreement on 1   
January 2002 led to a once-off release of health insurance reserves of          
R63,5m. This resulted in an increase in after tax earnings of R44,5m.           
Headline earnings per share before abnormal items is calculated before this     
gain.                                                                           
In 2001, headline earnings per share before abnormal items is calculated by     
adjusting for taxation in respect of the underprovision in transitional tax     
of R47,7m on prior years` profits.                                              
Headline earnings per share before abnormal items grew 14% to 53 cents per      
share (2001: 46,3 cents per share).                                             
Diluted earnings per share is calculated by adjusting the number of shares in   
issue for the shares that will be issued over the next four years for the       
Discovery Life preference share structure, which was implemented to reward      
the management of Discovery Life for the creation of shareholder value.         
Cash flow                                                                       
Operating activities generated R32,1m cash (2001: R370,4m) after absorbing a    
R94,7m outflow (2001: R40,7m) from Destiny Health in the United States.         
Destiny Health`s cash flow requirements were funded by the issue of             
preference shares to third parties. The new business growth of Discovery Life   
generated a negative reserve of R260,1m (2001: R82,6m) which is represented     
by an equivalent cash outflow.                                                  
Balance sheet                                                                   
The minority interest in the balance sheet is attributable to preference        
shares issued by Destiny Health.                                                
Loans receivable have declined by R156,4m. The outstanding balance on the       
loan made to RMB Structured Insurance Limited has been transferred to current   
assets. This loan will be repaid in the first quarter of the next financial     
year.                                                                           
Audited results                                                                 
PricewaterhouseCoopers Inc. has audited the group`s annual financial            
statements. The unqualified audit report, together with the annual financial    
statements, are available for inspection at the company`s registered office.    
Accounting policies                                                             
The accounting policies and methods of computation followed in the current      
year are consistent with those of the prior year.                               
The annual financial statements comply with Statements of Generally Accepted    
Accounting Practice.                                                            
In line with Discovery`s policy, no dividend has been declared.                 
Embedded value                                                                  
The methodology, assumptions and calculations used in the embedded value have   
been independently reviewed by Tillinghast - Towers Perrin.                     
The embedded value of Discovery at 30 June 2002 is computed as the sum of the   
following components:                                                           
* The excess assets over liabilities at the valuation date                      
* The value of in-force business at the valuation date (less an allowance for   
the cost of capital).                                                           
The value of in-force business is calculated as the value of projected future   
after-tax profits of the business in force at the valuation date, discounted    
at the risk discount rate.                                                      
The value of one year of new business is determined at the point of sale as     
the projected future after-tax profits of the new business written by           
Discovery, discounted at the risk discount rate, less an allowance for the      
cost of capital.                                                                
The resolution between Discovery Health and the Discovery Health Medical        
Scheme with the Council and Registrar for Medical Schemes resulted in a         
reduction in the embedded value of R673 million. This value represents the      
discounted value of the loss of future profits to Discovery Health assuming     
the agreement reached with the Registrar and Council for Medical Schemes        
remains in place for the entire projection period. The terms of the agreement   
and the main embedded value implications were detailed in Discovery`s           
announcement dated 26 June 2002.                                                
Previously a value of R92,8 million was placed on Destiny Health based on the   
expenses incurred in establishing the business. The approach adopted for the    
calculation of the 30 June 2002 embedded value now values Destiny Health on     
the same methodology as that used for the South African operations, that is,    
by discounting the expected future profits on the current block of business,    
giving an embedded value of R29,2 million.                                      
The actuarial basis has been modified to be in line with international best     
practice and strengthened to take account of the general uncertainty            
prevalent in the South African health care market and the early stage of        
Discovery Life. The basis changes in total have reduced the embedded value by   
R220 million.                                                                   
The cost of capital has been calculated considering the capital needs of the    
company, which are largely driven by the negative reserves of Discovery Life,   
and the expected asset mix held to meet the Discovery Group`s prescribed        
capital requirements.                                                           
Further details on the embedded value calculation, including a detailed         
sensitivity analysis, is available on the internet at www.discovery.co.za       
Directors                                                                       
L L Dippenaar (Chairman), A Gore (Chief Executive Officer), B Swartzberg        
(Chief Operating Officer), J P Burger+, R B Gouws,                              
M I Hilkowitz**, N S Koopowitz*, S R Maharaj, H P Mayers*,                      
J M Robertson*, S D Whyte*                                                      
*Executive                                                                      
**Appointed 11 April 2002                                                       
+Appointed 20 August 2002                                                       
Transfer secretaries                                                            
Computer Share Services Limited                                                 
(Registration number 58/03546/06)                                               
2nd Floor, Edura, 41 Fox Street
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